Terms of Service
For Services, Projects, Plans, & Subscription-based Packages

PREAMBLE:

Our goal is complete client satisfaction throughout the course of our service Agreement. Clarity and transparency during the service process ensure a mutual understanding and synergistic relationship. Here are the terms of our Agreement:

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TERMS:

1. AUTHORIZATION
You or Your Company/Organization (hereafter referred to as “Client”) is engaging Simple Digital LLC (hereafter referred to as “Vendor”), located in Columbus, Ohio as a consultant for a specific project or hosting service plan “Project or Plan Name”.

 
Vendor and Client have read and understand this contract, and agree that Vendor’s or Client’s written acceptance or Vendor’s commencement of work or service under this contract shall constitute acceptance of these terms and conditions.

2. DATE OF SERVICE

Contract will be enforced for the following period:

If Client signature is not provided on or prior to the aforementioned Service Start Date, the Service Start Date shall be redefined to the date that Client’s signature was provided.

3. SERVICE PACKAGE DETAILS
Under this Agreement, Vendor agrees to provide the following in association with the domain

example.com.

  1. Managed website hosting on a secured, third-party server.
  1. Assistance in website migration.
    [ℹ] Up to 2-hours of complimentary support.
  1. Implementation of security measures on the server and website.
  1. Regular security updates, including all server dependency software, CMS core releases, and major plugin updates.

 [ℹ] In the unlikely event that the system detects an issue with any update (e.g. if it impacts site appearance or functionality), both Vendor and Client will be notified via email prior to pushing the updates live to determine next steps.

  1. A complimentary SSL certificate(ℹ) for the primary domain specified at the beginning of Section 3.
  2. Regular automated and periodic manual security checks on the hosting environment and codebase to minimize any risk of compromise.
  1. Automatic daily backups will be performed and stored for a period of 30 days.

[ℹ] Each backup will include a copy of all website content and data, including the database, the source code, all user uploads, and any other files or media hosted on the server at the time the backup was performed.

  1. In the unlikely case of a security breach, Vendor will work to repair the site for up to 20 hours.
  2. Each month includes up to 2 hours of hosting-related or other minor web development-related task support.

 [ℹ] Including password updates, email address generation, email account management, FTP/SFTP support, DNS record changes, and response to any general support inquiries.

  1. Any support required beyond the guaranteed amount for a security breach and hosting support, including but not limited to website content updates, feature requests, and other maintenance or development services, will be billed at an hourly rate negotiated at no less than $100/hour, at a minimum of a 2-hour time-slot for each incident or support request.

 [ℹ] Costs/rates associated with more time-intensive service requests can be negotiated upon request.
[ℹ]
 Emergency requests requiring prompt response may be billed at a higher rate (discussed upon the request), assuming requests are tended to within a 1-week timeframe.

4. PAYMENT OF FEES

A fixed [Plan Price] monthly fee will be charged to the card or bank account provided by the Client within 3 business days of the Service Start Date (see Section 2). Funds will be withdrawn or charged on or around the same time each month, beginning no longer than 2 weeks after execution of this Agreement.

Client shall pay all invoices according to the schedule above. Delinquent bills that are not subject to good faith dispute will be assessed at a 10% penalty fee if payment is not received within 45 days of the due date. If an amount remains delinquent and not disputed in good faith for an additional 30 days, an additional 10% penalty fee will be added for each month of delinquency. In the case that collections should prove necessary, Client agrees to pay all reasonable fees incurred throughout the collection process with respect to invoices that are not contested in good faith. This Agreement becomes effective only when signed by Vendor provided that if the Vendor fails to execute and deliver a signed copy of this Agreement to Client on or prior to the  Service Start Date (see Section 2) this Agreement shall be void for all purposes. Vendor is a small business and prompt payment and adherence to this schedule are expected and appreciated.

5. WARRANTY

Vendor warrants that all goods and services covered by this contract will conform to the specifications set forth in Service Package Details and will be performed in a timely manner per the established timetables in Section 4.

6. FORCE MAJEURE

Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to the extent that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as, by way of example and by way of limitation, acts of God, unforeseen development requirements, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, inability to obtain power, or court injunction; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party within ten (10) days, or a reasonable time, after the discovery of the cause of such delay. During the period of such delay or failure to perform by Vendor, Client, at its option, may purchase goods or services from other sources and reduce its schedules to Vendor by such quantities, without liability to Vendor or have Vendor provide the goods from other sources in quantities and at times requested by Client and at the price set forth in this contract.

7. NO IMPLIED WAIVER

The failure of either party at any time to require performance by the other party of any provision of this contract shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this contract constitute a waiver of any succeeding breach of the same or any other provision.

8. RELATIONSHIP OF PARTIES

Vendor and Client are independent contracting parties and not agents, employees, partners, joint ventures or associates of one another, and nothing in this contract shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or create any obligation on behalf of or in the name of the other.

The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Vendor shall pay all wages and appropriate expenses of its employees, including, without limitation, all federal, state and local taxes, social security taxes and other employment or personnel taxes or assessments. Client agrees not to pursue or approach Vendor employees for employment opportunities or hire Vendor employees.

9. SEVERABILITY

If any term of this contract is invalid or unenforceable under any statute, regulation, ordinance, Executive Contract or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, contract or rule, and the remaining provisions of this contract shall remain in full force and effect. Vendor will furnish a form W-9 promptly following execution of this Agreement.

 

10. TERMINATION FOR DEFAULT

Client may, immediately upon written notice, terminate this contract in the event of Vendor’s default, without cost or penalty, or Vendor may terminate upon 30 days written notice, for Client’s default.

 

11. ENTIRE AGREEMENT

This contract, together with any attachments, exhibits, or supplements, specifically referenced in this contract, constitutes the entire Agreement between Vendor and Client with respect to the matters contained herein and supersedes all prior oral or written representations and agreements. All subsequent agreements must be in writing and signed by both parties, and no subsequent oral agreements are binding on either party unless memorialized in writing, signed by both parties.

 

12. ASSIGNMENT OF PROJECT

Vendor reserves the right to use subcontractors when necessary. Vendor may not assign this contract in its entirety without prior written approval from the Client. Vendor shall be responsible for any Vendor subcontractors and agrees to hold Client harmless from any claim caused by subcontractors. The Client may assign this Agreement immediately upon written notice to Vendor without Vendor’s consent. This Agreement shall inure to the successors and assigns of Client.

13. COPYRIGHTS AND TRADEMARKS

Client guarantees that all elements of text, images, or other artwork provided by Client are either owned by Client, or that Client has permission to use them. When Client has made final payment to Vendor, or when Client terminates this Agreement due to Vendor’s default, copyright to all text, images or other artwork provided by Vendor will be automatically assigned as follows:


Client will own the visual elements that Vendor creates for this project. Vendor will give Client source files and finished files and Client should keep them somewhere safe as Vendor is not required to keep a copy.

Vendor owns the unique combination of these elements that constitutes a complete design and Vendor will license its use to Client, exclusively and in perpetuity for this project only, unless both parties agree otherwise. Vendor reserves the right to share work produced in case studies, on Vendor’s website, with your permission, or as part of Vendor’s portfolio, published magazine articles, blog posts, or any other media.

14. ARBITRATION OF DISPUTES

Any disputes arising from this Agreement shall be resolved according to this Section. The principals or their designees will first attempt to resolve any dispute informally and, if they are unable to do so, the matter will be submitted to final and binding arbitration before an arbitrator to be mutually selected by the particular parties to the dispute. In the event that the parties are unable to mutually agree on an arbitrator either party may request that the American Arbitration Association appoint an arbitrator from its list of labor arbitrators. Client agrees that the contract was entered into in Columbus, Ohio (hereafter referred to as “The Agreement’s Binding City”) and any arbitration hearing shall be held in The Agreement’s Binding City. The parties agree that witnesses may testify, and counsel may appear, by telephone or video conference at the option of either party. Further, upon mutual agreement of the parties the arbitrator may attempt to mediate the dispute prior to issuing his ruling. The arbitrator shall be fully authorized to fashion a remedy he/she deems necessary to address the violation subject to the approval of the parties. The arbitrator’s fee and expenses shall be shared equally between the participating Client and the Vendor. Each party shall pay its own counsel and absorb its own costs.

 

15. SOLE AGREEMENT

The agreement contained in this contract constitutes the sole agreement between Vendor and Client. Any additional work not specified in this contract must be authorized by a written change order signed by both parties.


16. CONFIDENTIALITY

During the confidential relationship hereby established, Client may communicate to Vendor certain information to enable Vendor to render the services hereunder or Vendor may develop confidential information for Client. Vendor agrees to each of the following:

  [  ]    To treat, and to obligate Vendor's employees, agents, and independent contractors (if any) to treat as secret and confidential, all such information whether or not it be identified by Client as confidential.

[ ⅠⅠ ] Not to disclose any such information to any person, firm or corporation -- or make available any reports, recommendations and/or conclusions that Vendor may provide the Client, or make use of any such information in any manner whatsoever without first obtaining Client’s written approval.

 

17. NOTICES

Any notice required or permitted to be given under this Agreement shall be in writing (or by email), and shall be delivered personally, or sent by overnight courier service or by U.S. certified mail, return receipt requested, postage prepaid, to the receiving party’s corporate home office or provided email address.

 

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AUTHORIZED SIGNATURES

By signing the proposal sent with this attachment, the undersigned agrees to the terms of this contract on behalf of his or her organization or business entity.

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Electronic signature shall be collected in the associated project/service plan proposal, which is to be sent separately.